Belgium – Lessons learnt after two years of FDI screening: data takes centre stage

On 12 September 2025, the second Annual Report on Foreign Direct Investment (FDI) Screening was published. The Report reveals that the Belgian Interfederal Screening Committee (ISC) processed 100 investment notifications in the second year of the Belgian FDI screening regime, an increase of over 30% compared to the previous year. 

1. Increased FDI screening

Of the 100 notifications received during the second year, 89 investments were approved, 2 notifications were withdrawn by the investors themselves, 8 files remain under review, and only 1 investment was approved with corrective measures.[1] No investments were prohibited, highlighting Belgium's commitment to maintaining an open investment environment.

Beyond formal notifications, the ISC has also engaged in proactive enforcement by requesting additional information and explanation regarding 16 non-notified investments to determine whether a notification should have been made.

2. Timeline in practice

The assessment procedure starts on average within two days from submission of the notification forms. However, 15 notifications were considered incomplete and further information was required from the notifying party before formally starting the review process. 

The first phase assessment procedure was completed within 31 days on average. This is longer than the standard maximum period of 30 days. This is because the ISC addressed information requests to the notifying parties, suspending the process.

During this second year, five second phase screening procedures were initiated, three of which were already approved at the time of publication of the Report. Of these, two investments were cleared within an average of 49 days from notification, with no corrective measures imposed. In the third case, corrective measures were considered necessary to clear the transaction. While the Report does not elaborate on the measures that were imposed in that case, corrective measures can consist, amongst other things, of:

• establishing additional codes of conduct for handling sensitive information;
• requiring one or more directors to obtain security clearances;
• requiring certain technology, source code and/or know-how to be held in custody by a third party in Belgium;
• imposing notification obligations on companies to inform authorities of certain transactions, which may be subject to conditions;
• granting licences for certain know-how or intellectual property rights to the State or certain companies to maintain the availability of knowledge or technology for vital Belgian companies or processes;
• establishing a separate subsidiary in Belgium for certain vital processes or services to Belgian authorities;
• prohibiting the Belgian establishment from offering certain services or selling certain goods to specified companies or countries;
• requiring guarantees for the continuity of certain processes, services, and goods for a specified period, with prior notification and consultation required if the company decides to cease activities affecting national security, public order, or strategic interests;
• establishing security protocols for and notification requirements for business visits by non-EU residents in sensitive sectors within the company;
• requiring periodic reporting on security aspects of vital processes within the company; or
• requiring periodic on-site inspections by the ISC to monitor compliance with corrective measures.

The Report also comments on the involvement of the Coordination Committee for Intelligence and Security (CCIV), which brings together members from intelligence, security, cybersecurity, and crisis management services, as well as representatives from the Departments of Defence, Foreign Affairs, and Justice. The CCIV may provide advice to the ISC on any notified FDI, and any such advice must be provided within 25 days of notification, although it may request an extension of the 25-day period. Fortunately, this only happens in exceptional cases, representing less than 10% of files. Nevertheless, when the CCIV requests an extension, a second phase screening procedure is automatically opened unless the ISC unanimously rejects the request.[2] In practice, this is liable to cause delays for parties, even if the transaction is ultimately cleared without further issues.

This selective escalation demonstrates the mechanism's ability to distinguish between routine transactions and those requiring enhanced scrutiny. Unlike merger control proceedings, the FDI screening mechanism's legal timelines have proven remarkably reliable in practice.

3. Sectors Under Scrutiny: Digital Infrastructure takes center stage

The five most frequently involved sectors were sensitive information/personal data (21 transactions), digital infrastructure (14 transactions), energy (13 transactions), health (12 transactions), and dual-use (9 transactions).

The substantial number of transactions involving companies whose activities relate to access to sensitive information and personal data may partly result from the absence of clear definitions in the Belgian FDI rulebook. Given the lack of regulatory guidance from the ISC and the Secretariat’s inability to provide clarification, parties often adopt a risk-averse approach and submit notifications.

4. U.S. and UK Investors lead FDI notifications

The U.S. remains the dominant source of foreign investment notifications, accounting for 45 of the 100 transactions (45%), followed by the UK with 22 transactions, Japan with 8 transactions, Canada with 7 transactions, and China with 5 transactions. Whilst the U.S. has maintained its leading position at 45% of notified transactions, this represents a slight shift in the distribution from the previous year.

5. Key takeaways

Proactive enforcement. Belgian authorities identified 16 non-notified investments and sought additional information to assess whether these transactions should have triggered screening requirements. Parties should take this into account when assessing the need to notify, especially in light of the unclear definitions in the Cooperation Agreement.

Unclear definitions make it advisable to file in case of doubt. The Cooperation Agreement’s unclear definitions increase the need to adopt a risk-averse approach and to “notify in case of doubt”. This is further demonstrated by the fact that the sector of sensitive information and personal data processing accounted for 21 transactions, representing the largest single category of screened investments.

For further information on FDI screening mechanisms in Belgium and beyond, consult the Bird & Bird Jurisdictional Guide.

If you need more information or further guidance in this area, please contact Baptist Vleeshouwers and Claire De Neve.

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[1] A second investment was also approved with corrective measures, but since the investment was notified in the period covered by the previous annual report, it was not included in the statistics.

[2] Article 17, §2, 2°, second paragraph of the FDI Cooperation Agreement.